Raise capital the right way the first time.
Every raise is a set of decisions that stay with the company: which exemption, which investors, what you disclose, and how the founders' equity is taxed when it's finally sold.
We handle the securities work and the tax planning together, so the structure that gets you funded is also one you'll be glad you chose at the exit.
Choosing how to raise.
The right path depends on how much you're raising, who you want to raise it from, and how public you're prepared to be. A private placement to a few accredited investors is a very different project from a Reg A+ offering open to the public.
We start by mapping your raise against each option: the cost, the timeline, the disclosure it demands and what it means for the next round.
- Reg D private placements: accredited investors, no SEC review
- Reg A+ offerings: up to $75M a year, open to the public, SEC-qualified
- Reg CF crowdfunding: up to $5M a year through a registered platform
- S-1 registration: the full IPO path, when the company is ready
Reg CF: turning customers into investors.
Regulation Crowdfunding lets an eligible company raise up to $5 million in a 12-month period from the public, through an SEC-registered funding portal or broker-dealer. It suits consumer and community brands whose customers want a stake.
It's lighter than Reg A+, but it isn't informal. The Form C has to be right, the financial statements have to match the size of the raise, and the company takes on annual reporting afterward.
- Eligibility review and choice of security (equity, debt or revenue share)
- Form C drafting and financial statement coordination
- Funding portal coordination and marketing compliance
- Annual Form C-AR reporting after the raise
The tax side of every raise.
Most securities firms stop at the closing. But the choices made in a raise, like the entity type, when shares are issued and how founder equity is granted, decide how much of the eventual exit the founders keep.
Because the firm has CPAs on staff, QSBS eligibility, 83(b) elections and cap-table modeling are part of the same engagement, not an afterthought for another advisor.
- QSBS (Section 1202) eligibility built into the structure
- 83(b) election review for founder equity
- Cap-table modeling across future rounds
Where we spend most of our time.
“The difference in having one quarterback for both tax and legal is immeasurable.”
Capital Markets: common questions
What does a securities attorney do in a capital raise?
A securities attorney picks the exemption or registration path, drafts the offering documents, handles SEC and state filings, and makes sure investor communications stay within the rules. Done well, it keeps the raise from creating problems for the next round or the eventual sale.
Should we use Reg D or Reg A+?
Reg D is usually faster and cheaper but is limited mostly to accredited investors. Reg A+ takes longer and involves SEC qualification, but lets you raise from the general public and advertise the offering. The right answer depends on your investors, your timeline and how much you're raising.
Why does tax planning matter before a raise?
Decisions like the type of entity, when shares are issued and whether founders file 83(b) elections affect whether gains may later qualify for QSBS treatment and how equity is taxed. Those choices are much harder to fix after investors are on the cap table.
Planning a raise?
Tell us how much you're raising, from whom and when. We'll review it and tell you what we'd recommend.